OKLAHOMA GAS & ELECTRIC CO
8-K, 1996-11-14
ELECTRIC SERVICES
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                                    FORM 8-K

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                 CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934



                        Date of Report: November 14, 1996




                          Commission file number 1-1097



                        OKLAHOMA GAS AND ELECTRIC COMPANY
             (Exact name of registrant as specified in its charter)

               Oklahoma                                73-0382390
   (State or other jurisdiction of                  (I.R.S. Employer
    incorporation or organization)                 Identification No.)


                               101 North Robinson
                                  P. O. Box 321
                       Oklahoma City, Oklahoma 73101-0321
                    (Address of principal executive offices)
                                   (Zip Code)

                                  405-553-3000
              (Registrant's telephone number, including area code)


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Item 5. Other Events
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Standard & Poor's Revises OG&E's Financial Outlook


     Standard & Poor's  (S&P) has  revised  the  outlook  for  Oklahoma  Gas and
Electric Company's (OG&E) debt and preferred stock from stable to negative. This
outlook change is in response to the $94.5 million rate decrease proposed by the
Oklahoma  Corporation  Commission  (OCC) staff. S&P believes a reduction of this
magnitude would weaken OG&E financially.
         
     This revised outlook does not mean S&P has already downgraded OG&E's credit
rating.  They are  warning  investors  that  OG&E's  credit  rating is on review
pending the rate case.
 
     In June,  1996, OG&E filed for a $14.2 million rate reduction.  In October,
1996,  the OCC staff issued its proposed rate  reduction of $94.5  million.  S&P
said its outlook is appropriate since the OCC staff's  recommendation for such a
large rate  reduction may result in  significantly  more than the rate reduction
proposed by OG&E.



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                                   SIGNATURES





     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.






                                  OKLAHOMA GAS AND ELECTRIC COMPANY
                                             (Registrant)




                                By     /s/    Donald R Rowlett
                                  ------------------------------------
                                              Donald R Rowlett
                                    Controller Corporate Accounting

                                 (On behalf of the registrant and in
                              his capacity as Chief Accounting Officer)




November 14, 1996



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